Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 13, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Natur International Corp. | |
Entity Central Index Key | 0001552845 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 322,230,038 | |
Entity File Number | 000-54917 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | P7 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 1,028,877 | $ 128,364 |
Accounts receivable | 2,628 | 42,744 |
Related party receivable | 1,833 | |
Inventories | 24,483 | 179,072 |
Other current assets | 60,274 | 99,535 |
Current assets held for disposal | 5,000 | 377,628 |
Total Current Assets | 1,121,262 | 829,176 |
Non-Current Assets | ||
Intangible asset | 37,353 | 37,353 |
Fixed assets | 58,685 | 523,510 |
Other asset | 201,160 | |
Non-current assets held for disposal | 51,165 | |
Total Non-Current Assets | 96,038 | 813,188 |
TOTAL ASSETS | 1,217,300 | 1,642,364 |
Current Liabilities | ||
Accounts Payable | 426,891 | 1,127,345 |
Accrued expenses & other contingent liabilities | 106,387 | 583,161 |
Related party other liabilities | 2,809,939 | 2,032,705 |
Related party other notes | 2,984,017 | 1,072,849 |
Convertible note payable | 1,202,849 | 1,600,710 |
Related party convertible note payable | 11,671,743 | |
Preferred Stock payable | 2,064,736 | |
Current liabilities held for disposal | 170,469 | 887,126 |
Total Current Liabilities | 9,765,288 | 18,975,639 |
TOTAL LIABILITIES | 9,765,288 | 18,975,639 |
Stockholders' Equity | ||
Common stock, $0.001 par value, 750,000,000 and 200,000,000 shares authorized as of June 30, 2019 and December 31, 2018, respectively. 310,597,593 and 129,049,192 issued and outstanding as of June 30, 2019 and December 31, 2018, respectively. | 310,597 | 129,049 |
Additional Paid in Capital | 14,924,725 | 5,174,269 |
Total Shareholders' deficit | (23,850,777) | (22,299,570) |
Accumulated other comprehensive loss | 67,465 | (337,125) |
TOTAL EQUITY/(DEFICIT) | (8,547,988) | (17,333,274) |
LIABILITIES AND MEMBERS' DEFICIT | 1,217,300 | 1,642,364 |
Preferred stock A | ||
Stockholders' Equity | ||
Preferred stock | 2 | 2 |
Preferred stock B | ||
Stockholders' Equity | ||
Preferred stock | 100 | |
Preferred stock C | ||
Stockholders' Equity | ||
Preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 200,000,000 |
Common stock, shares issued | 310,597,593 | 129,049,192 |
Common stock, shares outstanding | 310,597,593 | 129,049,192 |
Preferred stock A | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 2,397,131 | 2,469,131 |
Preferred stock, shares outstanding | 2,397,131 | 2,469,131 |
Convertible to common stock | 1:33,000 | 1:33,000 |
Preferred stock B | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 100,000 | |
Preferred stock, shares outstanding | 100,000 | |
Convertible to common stock | 1:1000 | 1:1000 |
Preferred stock C | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Convertible to common stock | 1:1000 | 1:1000 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
REVENUE | $ 8,134 | $ 414,716 | $ 72,553 | $ 942,433 |
COST OF GOODS SOLD - RELATED PARTY | 2,679 | 224,682 | 33,560 | 425,036 |
COST OF GOODS SOLD | 2,240 | 58,718 | 66,136 | 132,116 |
COST OF GOODS SOLD, TOTAL | 4,919 | 283,400 | 99,696 | 557,152 |
GROSS MARGIN | 3,215 | 131,316 | (27,143) | 385,281 |
OPERATING EXPENSES | ||||
Wages & Salaries | 108,335 | 349,298 | 373,064 | 792,679 |
Selling, General & Administrative | 1,243,061 | 904,599 | 2,645,471 | 2,019,466 |
Amortization , depreciation and impairment | 3,609 | 30,268 | 275,798 | 83,584 |
Total operating expenses | 1,355,005 | 1,284,165 | 3,294,333 | 2,895,729 |
LOSS FROM OPERATIONS | (1,351,790) | (1,152,849) | (3,321,476) | (2,510,448) |
Interest expense | 862 | 34,413 | 40,095 | 63,261 |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (1,352,652) | (1,187,262) | (3,361,571) | (2,573,709) |
Income taxes | ||||
INCOME FROM CONTINUING OPERATIONS | (1,352,652) | (1,187,262) | (3,361,571) | (2,573,709) |
Discontinued operations (NOTE 13) | ||||
Gain (loss) on disposal of subsidiary | 1,591,187 | 1,891,985 | ||
Loss from operations of discontinued Component | (42,211) | (302,964) | (81,621) | (1,095,701) |
NET PROFIT (LOSS) AVAILABLE/ATTRIBUTE TO MEMBERS | $ 196,324 | $ (1,490,226) | $ (1,551,207) | $ (3,669,410) |
Basic earnings/(loss) per share | $ 0 | $ (0.01) | $ 0 | $ (0.03) |
Diluted earnings/(loss) per share | $ 0 | $ (0.01) | $ 0 | $ (0.03) |
COMPREHENSIVE INCOME | ||||
Net Profit (Loss) | $ 196,324 | $ (1,490,226) | $ (1,551,207) | $ (3,669,410) |
Other comprehensive income | 50,677 | 404,590 | ||
COMPREHENSIVE PROFIT (LOSS) | $ 247,001 | $ (1,490,226) | $ (1,146,617) | $ (3,669,410) |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Shareholders’ Deficit - USD ($) | Common Stock | Other Paid in Capital | Retained deficit | Accumulated OCI | Preferred stock A | Preferred stock B | Preferred stock C | Total |
Balance at Dec. 31, 2017 | $ 115,760 | $ 3,316,560 | $ (15,250,748) | $ (1,114,812) | $ (12,933,240) | |||
Balance, Shares at Dec. 31, 2017 | 115,759,999 | |||||||
Net Profit (Loss) | (2,179,184) | (2,179,184) | ||||||
Accumulated other comprehensive gain/(loss) | ||||||||
Balance at Mar. 31, 2018 | $ 115,760 | 3,316,560 | (17,429,932) | (1,114,812) | (15,112,424) | |||
Balance, Shares at Mar. 31, 2018 | 115,759,999 | |||||||
Net Profit (Loss) | (1,490,226) | (1,490,226) | ||||||
Accumulated other comprehensive gain/(loss) | ||||||||
Balance at Jun. 30, 2018 | $ 115,760 | 3,316,560 | (18,920,158) | (1,114,812) | (16,602,650) | |||
Balance, Shares at Jun. 30, 2018 | 115,759,999 | |||||||
Balance at Dec. 31, 2018 | $ 129,049 | 5,174,269 | (22,299,570) | (337,125) | (17,333,274) | |||
Balance, Shares at Dec. 31, 2018 | 129,049,192 | 2,469,131 | 100,000 | |||||
Net Profit (Loss) | (1,747,531) | (1,747,531) | ||||||
Share-based compensation | 403,162 | 403,162 | ||||||
Conversion of Preferred A to Common Stock | $ 2,376 | (2,376) | ||||||
Conversion of Preferred A to Common Stock, Shares | 2,376,002 | (72) | ||||||
Accumulated other comprehensive gain/(loss) | 353,913 | 353,913 | ||||||
Balance at Mar. 31, 2019 | $ 131,425 | 5,575,055 | (24,047,101) | 16,788 | $ 2 | $ 100 | (18,323,730) | |
Balance, Shares at Mar. 31, 2019 | 131,425,194 | 2,397,131 | 100,000 | |||||
Net Profit (Loss) | 196,324 | 196,324 | ||||||
Share-based compensation | 685,044 | 685,044 | ||||||
Debt Converted to Common Stock | $ 340 | 13,218 | 13,558 | |||||
Debt Converted to Common Stock, Shares | 340,000 | |||||||
Conversion of Preferred B to Common Stock | $ 100,000 | (99,900) | $ (100) | |||||
Conversion of Preferred B to Common Stock, Shares | 100,000,000 | (100,000) | ||||||
Issuance of Preferred C Preferred Stock | 8,830,061 | $ 79 | 8,830,140 | |||||
Issuance of Preferred C Preferred Stock, shares | 78,832 | |||||||
Conversion of Preferred C to Common Stock | $ 78,832 | (78,753) | $ (79) | |||||
Conversion of Preferred C to Common Stock, Shares | 78,832,399 | (78,832) | ||||||
Accumulated other comprehensive gain/(loss) | 50,677 | 50,677 | ||||||
Balance at Jun. 30, 2019 | $ 310,597 | $ 14,924,725 | $ (23,850,777) | $ 67,465 | $ (8,547,988) | |||
Balance, Shares at Jun. 30, 2019 | 310,597,593 | 2,397 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net Loss | $ (1,551,207) | $ (3,669,410) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization, depreciation and impairment | 275,798 | 32,015 |
Share Based Compensation | 1,088,206 | |
Gain on Disposal of Subsidiaries | (1,891,985) | |
Changes in: | ||
- Accounts receivable | 37,592 | (252,278) |
- Related party receivable | 24 | (20,802) |
- Inventories | 44,516 | (436,965) |
- Other current assets | (1,124) | 33,911 |
- Accounts payable | (23,411) | 1,951,766 |
- Accrued expenses | (178,008) | (416,304) |
- Accrued expenses - related parties | 110,391 | (124,643) |
Net cash used in operating activities | (2,089,208) | (2,902,710) |
Net cash (used in) from operating activities - Discontinued operations | 210,652 | |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Cash paid for purchase of fixed assets | ||
Cash received for sale of property and equipment | ||
Net cash used in investing activities | ||
Net cash used in investing activities - Discontinued operations | 51,165 | |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Related party loan additions | 1,799,213 | |
Related party loan repayments | (240,503) | |
Cash received from subscription of Preferred Stock | 2,064,736 | |
Third party convertible note additions | 560,915 | 52,266 |
Related party convertible loan additions | ||
Net cash provided from financing activities | 2,625,651 | 1,610,976 |
Net cash from financing activities - Discontinued Operations | ||
Effect of foreign exchange rate changes on cash and cash equivalents | 312,905 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 900,513 | (1,081,082) |
CASH AND CASH EQUIVALENTS beginning of period | 128,364 | 1,082,734 |
CASH AND CASH EQUIVALENTS end of period | 1,028,877 | $ 1,652 |
NON-CASH TRANSACTIONS | ||
Preferred stock C issued for debt conversion | 79 | |
Common stock issued for debt conversion | 340 | |
Preferred stock A conversion | 2,376 | |
Preferred stock C conversion | 78,832 | |
Preferred stock B conversion | 100,000 | |
Debt transferred from RP other liabilities to RP other notes payable | $ 672,370 |
Organization and Nature of Busi
Organization and Nature of Business | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Natur International Corp. was formerly named Future Healthcare of America. In November 2018, Natur Holding B.V. was acquired to continue the company as a provider of cold pressed juice beverages and healthy snacks. The original business of Future Healthcare of America, founded in 2012, was as a provider of home healthcare services, which had declined and is expected to be fully closed and liquidated in the third quarter of 2019. The current name of the company is Natur International Corp., which was effected on January 7, 2019. The trading symbol for our common stock became NTRU as of that date and trades on The OTC Market. Natur International Corp., is a Wyoming corporation, and operates its beverage business through a number of direct and indirect subsidiaries, of which the current principal one is Natur BPS B.V. (known by the trade name Natur Functionals), and is the successor to the business of Natur Holding B.V. ("we", "our", "the Company" or "Natur"). Our beverage business commenced in late 2015, with product distribution in Northern Europe. Currently, our operational headquarters is in Amsterdam, the Netherlands. At the onset of 2019, our product line up centered on a range of cold pressed juices and healthy snacks. These products were sold either directly or through distribution partners in the Netherlands and the United Kingdom. Beginning in the fourth quarter of 2018, and throughout the first half of 2019, the Company focus shifted from dependence on the legacy fruit and vegetable juices and snacks toward innovating a new line of hemp-derived natural food and beverage products. The Company product value proposition is to provide affordable, culturally relevant, authentic, fresh fruit, vegetable and hemp-derived supplemented consumer products to democratize clean, healthy, eating and drinking, with plans to address the growing needs for products that address other personal needs in health, wellness and beauty care. Through third party contract manufacturers, we apply patented technology to proprietary nutrient dense blends of fruit and vegetables, adding hemp-derived supplements. These are bottled or packed with technically advanced food and product safety measures and in some cases cold high-pressure processing to bring fresh tasting fruit, vegetable and hemp-derived supplemented blends to market through more than fifteen product types. These newly innovated products are brought to market, in Europe, through Natur's distribution channels of direct-to-business, direct-to-consumer and through select distributors. Natur operated as a private enterprise in the Netherlands from its founding in 2015 through November 13, 2018, when it was acquired as a wholly owned subsidiary in a share exchange transaction by Future Healthcare of America, pursuant to that certain Share Exchange Agreement, among the Company and the former shareholders of Natur Holding, B.V. (the "Share Exchange Transaction"). In connection with the Share Exchange Transaction, the former shareholders of Natur received the equivalent of 215,759,999 shares of the Common Stock (the "Common Stock"), which was issued in part as 115,760,000 shares of Common Stock and in part as 100,000 shares of voting, convertible Series B Preferred Stock (the "Series B Preferred Stock") representing 100,000,000 shares of Common Stock upon conversion. The Share Exchange Transaction was accounted for as a reverse capitalization with Natur Holding B.V. being treated as the accounting acquirer. As such, the historical information for all periods presented prior to the merger date relate to Natur Holding B.V. Subsequent to the Share Exchange Transaction consummation date, the information in this report relates to the consolidated entities of Natur, including Natur Holding B.V. and successor subsidiary and the former subsidiaries of Future Healthcare of America, the latter of which are currently in the process of being wound down and presented as discontinued operations. In connection with the Share Exchange Transaction, net cash received was $2,000,000 and costs incurred were $399,381 including professional fees for legal, accounting services and finance commission. Immediately after the Share Exchange Transaction, the former Natur shareholders collectively owned the controlling position among the shareholders of the Company. On May 1, 2019, Natur Holding B.V. filed a Petition in the Netherlands Court for the District of Amsterdam ("Petition") for the liquidation of the company and the transfer of certain assets and retained liabilities to Natur BPS B.V., a wholly owned subsidiary of Natur International Corp., which operates under the trade name Natur Functionals. This court process allowed the historical business of the Company's beverage business to be continued and eliminates a substantial amount of the liabilities of the Company. The Petition permits the Company to focus on activities that will drive growth and future profits. As a result of the Petition the control of Natur International Corp. over Natur Holding B.V. is compromised for financial reporting purposes, and its investment in it will be deconsolidated as of May 1, 2019. The Series B Preferred Stock was automatically converted upon the Company increasing the number of shares of Common Stock of its authorized capital, which happened on June 26, 2019. At the same time the Series C Preferred Stock was automatically converted to 78,832,399 shares of Common Stock. As of June 30, 2019, the total number of outstanding shares amounted to 310,597,593 shares of Common Stock with an authorized share capital of 750,000,000 shares of common Stock. During the first half of the 2019 fiscal year, in addition to pursuing the Petition to reorganize certain of its liabilities, the Company successfully has negotiated to convert a further $6,114,790 of debt into 149,516,865 shares of common stock to be issued in due course. More importantly, it has been conducting substantial fund-raising activities. It has obtained new funding through a series of securities purchase agreements that have been funded in the amount of $2,064,736 or are subject to signed commitments for funding in the amount of $3,283,904 that is expected to be completed during the third fiscal quarter of 2019. The securities to be sold will be a mix of several new series of preferred stock convertible into up to 96,289,473 shares of Common Stock and warrants exercisable for up to 177,404,377 shares of Common Stock. On June 30, 2019, the Company expressed its interest in pursuing a transaction with Share International Holding B.V. on a binding basis. The contemplated transaction would be an acquisition of Share International Holding B.V. ("SIH") and related assets for the operation of its business by the issuance of shares of Natur. The terms of this potential acquisition have yet to be negotiated and finalized, and the overall transaction is subject to conditions precedent at this time. At the same time as the Company entered into the letter of intent, it lent to SIH the sum $250,000 under a promissory note, due January 4, 2020. The note bears interest at the rate of 10%. The repayment obligation under the Note will be cancelled if no business arrangement is concluded due to a breach by the Company of any agreement for the business arrangement that is concluded in the future, either party to the note experiences a material adverse change, or the business arrangement is not approved by the shareholders or owners of the respective parties to the extent that approval is required. The note also has other standard default provisions under which the Company may declare a default. Also, at the same time as the foregoing letter of intent and loan were concluded, the board of directors of the Company appointed Mr. Paul Bartley as the Chief Executive Officer of the Company; Mr. Bartley is a principal of SIH. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation. Consolidation Use of Estimates in Financial Statement Preparation. Cash and Cash Equivalents. Accounts Receivable. Inventory. Property and Equipment Category Estimated Useful lives Building and improvements 5 years Machines and installations 5 years Furniture and fixtures 7 years Hardware and software 3 years Intangible Assets and Long-Lived Assets. The Company's long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Long lived assets are evaluated on a yearly basis and no impairment losses were incurred during the six months ended June 30, 2019. Related Party Transactions. Revenue Recognition. Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation The Company's performance obligations are satisfied at the point in time when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company's contracts have a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of product. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon delivery to the customer. The Company's performance obligations are satisfied at that time. Share-Based Payment Arrangements. The fair value of each option granted during the period ended June 30, 2019 was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the weighted average assumptions in the following table: 2019 2018 Expected dividend yield 0 % - Expected option term (years) 6 - Expected volatility 382 % - Risk-free interest rate 3 % - The expected term of options granted represents the period of time that options granted are expected to be outstanding. The expected volatility was based on the volatility in the trading of the Company's common stock. The assumed discount rate was the default risk-free six-year interest rate in the Netherlands. Revenues do not include sales or other taxes collected from customers. The Company's products are sold and distributed through various channels, which include selling directly to retail stores and other outlets such as food markets, institutional accounts and independent outlets. The Company typically collects payment from customers within 30 days from the date of sale. The following table presents our continued revenues disaggregated by geographical region for the six-month period ended June 30, 2019: June 30, 2019 June 30, 2018 Netherlands 72,553 942,433 France - - Iceland - - Total 72,553 942,433 The Company sells its products and extends credit, generally without requiring collateral, based on an ongoing evaluation of the customer's business prospects and financial condition. The Company evaluates the collectability of its trade accounts receivable based on a number of factors, including the Company's historic collections pattern and changes to a specific customer's ability to meet its financial obligations. The Company has established an allowance for doubtful accounts to adjust the recorded receivable to the estimated amount the Company believes will ultimately be collected. The nature of the Company's contracts does not give rise to variable consideration, such as prospective and retrospective rebates. The Company experiences customer returns primarily as a result of damaged or out-of-date product. At any given time, the Company estimates less than 1% of sales could be at risk for return by customers. As the company do not deem this amount to be material no provision was recorded for the period ended 30 June, 2019. Returned product is recognized as a reduction of net sales. Recent Accounting Pronouncements Compensation—Stock Compensation: Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, Leases: Foreign Currency Translation. The financial records of the Company are maintained in its local currency, the euro ("EUR"), which is the functional currency. Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the consolidated financial statements. Foreign currency translation gain (loss) resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the consolidated statement of stockholders' equity. Unless otherwise noted, the rate presented below per U.S. $1.00 was the midpoint of the interbank rate as quoted by OANDA Corporation (www.oanda.com) contained in its consolidated financial statements. Translation of amounts from EUR into U.S. dollars has been made at the following exchange rates for the respective periods: June 30, December 31, Balance Sheets 0.8849 0.8734 Statements of operations and comprehensive income (loss) 0.8895 0.8464 Equity 0.9037 0.9037 Cost of Revenues. Employee Benefits. Income Taxes. Natur BPS B.V., the Dutch subsidiary of Natur International Corp is structured as a Dutch limited liability company. Tax on the result is calculated based on the result before tax in the profit and loss account, considering losses available for set-off from previous years (to the extent that they have not already been included in the deferred tax assets) and exempt profit components and after the addition of non-deductible costs. Due account is also taken of changes which occur in the deferred tax assets and deferred tax liabilities in respect of changes in the applicable tax rate. The corporate tax rate for profits above $238,812 (or €200,000) amounts to 25%. Below that amount the rate is 20%. Future profits can be carried back to prior year losses for a maximum of 9 years for the full amount of losses incurred. In the financial statements of group companies, a tax charge is calculated on the basis of the accounting result. The corporate income tax that is due by these group companies is charged into the current accounts of the company. Because of the compensable losses no deferred taxes are included in the financial statements. From incorporation of the company only the Corporation Tax return of 2015/2016 has been filed. All years are still subject to examination. Fair Value of Financial Instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Income /(Loss) Per Share |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company considered its going concern disclosure requirements in accordance with ASC 240-40-50. We have had material operating losses, working capital deficit and have not yet created positive cash flows. These factors raise substantial doubt as to our ability to continue as a going concern. The Company concluded, in spite of the decreased cash flow from operations, both the elimination of certain debt and the successful raising of new capital and obtaining new capital commitments during the second quarter of 2019, that it has materially improved its capital so as to continue as going concern. The Company implemented a plan in the second quarter of 2019 to further structurally improve the conditions for its continuing as a going concern; (i) the Company implemented certain cost savings, primarily to its overhead requirements, (ii) the Company will continue to generate additional revenue (and positive cash flows from operations) partly related to the Company’s expansion into new product lines during 2019 and partly related to the Company sales initiatives already implemented; and (iii) undertook a reorganization and restructuring program to reduce its debt that has now been completed. The corporate restructuring through the Petition in May 2019 is further disclosed in Note 13 to these financial statements. These actions have had an overall positive impact on the cost-basis of the organization. Notwithstanding the foregoing, the Company will continue to need additional capital from investors to fund its larger business plan and maintain the continuity and growth of its current operations. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. |
Fixed Assets
Fixed Assets | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Tangible Fixed Assets [Abstract] | |
FIXED ASSETS | NOTE 4 – FIXED ASSETS Property, equipment and intangible assets at June 30, 2019, and December 31, 2018, consisted of the following: June 30, December 31, 2019 2018 Building and improvements - 491,847 Machines and installations - 65,886 Furniture and fixtures 60,117 200,508 Hardware and software - 80,163 60,117 838,404 Less: Accumulated Depreciation & Amortization (1,432 ) (314,894 ) 58,685 523,510 |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 5 – OTHER CURRENT ASSETS Other current assets at June 30, 2019 and December 31, 2018 consisted of the following: June 30, December 31, 2018 Value Added Tax receivable 34,878 67,388 Prepaid expenses 25,396 32,054 Other Receivables - 93 60,274 99,535 |
Accrued Expenses & Other Contin
Accrued Expenses & Other Contingent Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES & OTHER CONTINGENT LIABILITIES | NOTE 6 – ACCRUED EXPENSES & OTHER CONTINGENT LIABILITIES Accrued expenses & other contingent liabilities at June 30, 2019 and December 31, 2018 consisted of the following: June 30, December 31, 2018 Taxes payable 21,628 352,423 Invoices to be received 26,018 3,972 Holiday Allowance Payable 2,558 24,642 Other accrued expenses & other contingent liabilities 56,183 202,124 106,387 583,161 |
Related Party Other Liabilities
Related Party Other Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY OTHER LIABILITIES | NOTE 7 – RELATED PARTY OTHER LIABILITIES Related party other liabilities at June 30, 2019 and December 31, 2018 consisted of the following: June 30, December 31, 2018 NL Life Sciences B.V. 2,088,917 563,118 STB Family Offices SARL 227,323 200,234 STB Family Offices B.V. - 661,432 Stichting Thank You Nature - 16,913 Flare Media B.V. - 25,458 AMC 193,632 325,382 Management & Board Fees 278,092 142,154 Yoomoo Limited - 98,014 TriDutch Holding B.V. 21,975 - 2,809,939 2,032,705 For the outstanding amount relating to AMC this transaction relates to the purchase of bottled juices for resale. Total purchases relating to goods sold for the six-month period ended June 30, 2019 and the six-month period ended June 30, 2018 was $41,130, and $797,770, respectively. For the related party balance liability held from NL Life Sciences, STB Family Offices SARL and TriDutch Holding B.V there is no repayment schedule in place. No interest is being charged. For the related party liability held with Flare Media B.V., STB Family Office B.V. in May 2019 the debt was fully transferred to NL Life Sciences B.V. as part of a debt restructuring. This balance will be converted into equity in the third quarter of 2019. The other loans consist of the procurement of goods and consulting fees for the management team that have accrued from previous periods. No interest is being charged. |
Related Party Other Notes
Related Party Other Notes | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Other Notes [Abstract] | |
RELATED PARTY OTHER NOTES | NOTE 8 – RELATED PARTY OTHER NOTES Loan from other related parties at June 30, 2019 and December 31, 2018 consisted of the following: June 30, December 31, 2018 Efficiency Life Fund 2,984,017 400,750 TriDutch Holding B.V. - 672,099 2,984,017 1,072,849 For the loan from TriDutch Holding B.V., in May 2019 the debt was fully transferred to NL Life Sciences B.V. as part of a debt restructuring. For the loan from Efficiency Life Fund there is a repayment schedule in place to repay the loan in 10 installments from July 2019 to April 2022 and the debt therefore transferred from a related party liability to a loan. |
Convertible Note Payable
Convertible Note Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 9 – CONVERTIBLE NOTE PAYABLE Convertible loans payable at June 30, 2019 and December 31, 2018 consisted of the following: June 30, December 31, 2018 Convertible loan 1 636,614 629,750 Convertible loan 2 - 970,960 Convertible loan 3 566,235 - 1,202,849 1,600,710 Convertible Loan 1 Party for loan 1 had granted a loan facility in the principle amount of $581,058 or €500,000 with the right, but not the obligation to convert the outstanding loan amounts into shares in the capital of Natur at a company valuation of $17.4 million or €15 million for a term from December 19, 2017, till the maturity date of December 31, 2018, at an interest rate of 10% per annum. In July 2019 the amount was fully converted to common stock of the company. Convertible Loan 2 On October 20, 2017, an amount of $929,692 or €800,000 was advanced to the Company for a loan agreement that was drafted but never signed. An interest rate of 5% per annum is calculated and the loan has a maturity date of February 28, 2018. Repeated attempts at correspondence was made between the Company and the lender’s attorney in April and May 2019 to discuss converting the balance to Common Stock of the Company on the bankruptcy of Natur Holding B.V. as no response was received the amount remains in Natur Holding B.V. who’s estate is being managed independently by a court issued Curator. Convertible Loan 3 Natur Holding B.V., the principle subsidiary of Natur International Corp, entered into a loan agreement with Dam! Holding B.V., under which Natur Holding may borrow up to US$560,915 or €500,000. The final terms of the agreement were concluded on February 18, 2019.The full drawdown of US$560,915 was made in three tranches throughout January and February 2019. It is the company’s intention to fully convert this to common stock in the third quarter of 2019. |
Related Party Convertible Note
Related Party Convertible Note Payable | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Convertible Note Payable [Abstract] | |
RELATED PARTY CONVERTIBLE NOTE PAYABLE | NOTE 10 – RELATED PARTY CONVERTIBLE NOTE PAYABLE Related party convertible note payable at June 30, 2019 and December 31, 2018 consisted of the following: June 30, December 31, 2018 Convertible loan Efficiency Life Fund - 11,671,743 |
Options & Warrants
Options & Warrants | 6 Months Ended |
Jun. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
OPTIONS & WARRANTS | NOTE 11 – OPTIONS & WARRANTS On November 13, 2018, the Company closed a subscription agreement and debt conversion agreement with Alpha Capital Anstalt wherein the Company granted the following warrants to purchase: - A total of 33,000,000 shares of common stock, at $0.0606060 per share, exercisable for four years. - A total of 6,000,000 shares of common stock, at $0.15 per share, exercisable for four years. A summary of the status of the warrants granted is presented below for the three months ended: June 30, 2019 December 31, 2018 Shares Weighted Shares Weighted Outstanding at beginning of period 39,000,000 $ 0.074 - $ - Granted - - 39,000,000 0.074 Exercised - - - - Expired - - - - Outstanding at end of period 39,000,000 $ 0.074 39,000,000 $ 0.074 On January 16, 2019, the Company completed compensatory arrangements with three board members of Natur International Corp. with the following terms: Mr. Anthony Joel Bay, through La Bay Ventures Inc., will be issued a six-year option to purchase an aggregate of 7,319,321 shares of common stock of the Company. The option granted by the Company provides for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. The option provides for cashless exercise and may be registered for resale at the election of the Company. If the service agreement is terminated for a breach thereof, all vested and unvested options will terminate, but if the service agreement is otherwise terminated, then only then vested options will continue to be exercisable for the full term. Mr. Rudolf Derk Huisman, through Pas Beheer B.V., will be issued a six-year option to purchase an aggregate of 7,319,321 shares of common stock of the Company. The option granted by the Company provides for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. The option provides for cashless exercise and may be registered for resale at the election of the Company If the service agreement is terminated for a breach thereof, all vested and unvested options will terminate, but if the service agreement is otherwise terminated, then only then vested options will continue to be exercisable for the full term. Ms. Ellen Berkers, through Montrose Executive Management, will be issued an aggregate of 5,800,000 share of options to purchase common stock of the Company as part of her termination arrangement dated May 30, 2019. The option granted by the Company provides for the right to exercise the shares at $.030303 per share at any time from April 1, 2022 until March 31, 2025. The option provides for cashless exercise and may be registered for resale at the election of the Company. Mr. Robert A. Paladino, through Cavalier Aire LLC., will be issued a six-year option to purchase an aggregate of 7,319,321 shares of common stock of NTRU. The option granted by the Company provides for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. The option provides for cashless exercise and may be registered for resale at the election of the Company. If the service agreement is terminated for a breach thereof, all vested and unvested options will terminate, but if the service agreement is otherwise terminated, then only then vested options will continue to be exercisable for the full term. A summary of the status of the share options is presented below for the six months ended: June 30, 2019 December 31, 2018 Shares Weighted Average Fair Value Shares Weighted Average Fair Value Outstanding at beginning of period - $ - - $ - Vested 9,459,688 0.071 - - Unvested 18,298,275 Exercised - 0.071 - - Expired - - - - Outstanding at end of period 27,757,963 $ 0.071 - $ - The fair value of all stock options outstanding at 30 June, 2019 is $1,970,813 at a weighted average fair value of $0.071 per option. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 12 – LOSS PER SHARE At June 30, 2019, the Company had 310,597,593 shares issues and outstanding at a par value of $.001. The Company also has 2,397.130 preferred A shares issued and outstanding. Alpha Capital Anstalt has two outstanding warrants issued on November 13, 2018, each with 4-year terms. The first warrant has an exercise price of $0.060606 for 36,000,000 shares and the second warrant is exercisable for 6,000,000 shares at a $0.15 exercise price. The Company has reserved 16,240,000 shares of Common Stock for management incentive awards. At December 31, 2018, the Company had 129,049,192 shares of common stock issued and outstanding. |
Discontinued Operations and Ass
Discontinued Operations and Assets/Liabilities Held for Disposal | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS AND ASSETS/LIABILITIES HELD FOR DISPOSAL | NOTE 13 – DISCONTINUED OPERATIONS AND ASSETS/LIABILITIES HELD FOR DISPOSAL Effective November 30, 2018, the Company closed the London office and shops as part of the restructuring plan. Functionally the operations were shut down before December 31, 2018, and therefore we have qualified it as discontinued operations the sale of assets is in process. The existing support functions were transferred to the headquarters in Amsterdam as part of the centralization of support staff initiative. As of March 22, 2019, the company Naturalicious UK Limited was put into liquidation and the matters are being dealt with by a qualified administration firm in the United Kingdom. A board meeting was held on March 22, 2019, and it was agreed to liquidate the company. Currently the rights and obligations of the company are handled by the administration firm and the legal obligation over the liabilities are extinguished. As we no longer have any rights or obligations to the indirect subsidiary, it has been removed from the consolidation and the net liability position of the company is released and recognized as a gain on disposal. Effective August 31, 2018, the Company offices in Casper, Wyoming were closed at the termination of its health care operations.. The increase in costs coupled with a decrease in business activity, led to the decision to close the Casper, Wyoming operations. In closing the office, the Company transitioned its clients to new service providers, and terminated employees as the transition happened. The month to month lease was terminated with the landlord on August 31, 2018. In line with the objective to secure the continuity of the Company, it was decided late 2018 to extend the product line with added functional extracts (Nutrigenomics, hemp-derived extracts). For this, the Company established Natur BPS B.V. (formerly Natur CBD B.V.) as a sister company of Natur Holding B.V. at March 13, 2019, wholly owned by Natur International Corp. Based on global developments and following the success of companies in the USA and Canada, the Company defined new growth objectives with complementary products based on hemp-derived extracts as a new revenue model. Additional funding was sought in the market, but it became apparent that the willingness of new investors to provide the company with funding in debt or equity was dependent on the restructuring of the existing debt on the balance sheet of the Company. As most of this debt is held on the balance sheet of Natur Holding B.V., it was decided to develop a restructuring plan to: A. Establish an asset transfer from Natur Holding B.V. to Natur CBD B.V., optimizing the proceeds for these assets and subsequently liquidate Natur Holding B.V.; B. Continue the business in Natur CBD B.V. with an extended portfolio of functional products, including food and beverages infused with hemp-derived extracts and deliver the objectives as set by the Board C. Expeditiously seek new funding in the form of (long-term) or convertible debt or equity. Discussions with Third parties are on-going. In May 2019 we reached agreements with most of the debtholders to convert their debt to equity and effective from May 1, 2019, the asset transfer between Natur Holding B.V. and its sister company Natur BPS B.V was executed and Natur Holding B.V. and its wholly owned subsidiaries were declared bankrupt by the Court in Amsterdam, the Netherlands. The total debt that was converted to shares of common stock to be issued is $ 6,754,575. In June we reached agreement with private investors for the sale of preferred stock and warrants. At June 30, 2019, agreements were signed for a total of $2,064,756 against 65,621.283 of to be issued shares of several series of preferred stock. The following table presents the carrying amounts of the major classes of assets and liabilities included in our discontinued operations as presented on our Unaudited Consolidated Balance Sheet as of June 30, 2019. NATUR INTERNATIONAL CORP UNAUDITED BALANCE SHEET OF DISCONTINUED OPERATIONS For the Six Months December 31, 2018 Current assets Cash and cash equivalents - - Related party receivable - 201,907 Accounts receivable - 124,016 Inventories - - Other current assets - 51,705 Total current assets - 377,628 Fixed Assets Tangible fixed assets - 27,547 Financial Fixed Assets - 23,618 Total fixed assets - 51,165 TOTAL ASSETS - 428,793 Short term debt Accounts Payable 36,894 643,616 Accrued expenses & other contingent liabilities 133,575 243,510 Total short-term debt 170,469 887,126 NATUR INTERNATIONAL CORP UNAUDITED INCOME STATEMENT OF DISCONTINUED OPERATIONS For the Three Months For the Six Months For the Six Months December 31, 2018 REVENUE - - COST OF GOODS SOLD - - GROSS MARGIN - - OPERATING EXPENSES Wages & Salaries - - Selling, General & Administrative (42,211 ) (81,621 ) Amortization & depreciation - - Total operating expenses (42,211 ) (81,621 ) LOSS FROM OPERATIONS 42,211 81,621 Interest expense - - LOSS FROM DISCONTINUED OPERATIONS 42,211 81,621 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS In July 2019 the Company reached agreement with certain non-US private investors to invest in total $1,765,605 to acquire 46,947.368 of the Series G Preferred Stock. These preferred shares have registration rights. On July 25, 2019 the Company entered into a Purchase and Recapitalization Agreement ("Recapitalization Agreement") with DRBG Holdco, LLC, a Delaware limited liability company, Temple Turmeric, Inc., a Delaware corporation, Daniel Sullivan, Tim Quick, and TQ Holdings LLC, a New Hampshire limited liability company to acquire the business of Temple. Under the Recapitalization Agreement the Company acquired 15,121,984 shares of Series A Preferred Stock of Temple from DRBG for a nominal amount and acquired from TQH a promissory note in the principal amount of $100,000, plus all accrued and unpaid interest. As part of the transaction Temple issued to DRBG a warrant to acquire a percentage of the Temple equity. The Temple board of directors will have three of the five directors appointed by the Company pursuant to the terms of the Series A Shares. The Series A Shares represent an approximate 52% of the equity of Temple, on a fully diluted basis. Under the Recapitalization Agreement the Company will provide working capital to Temple in the amount of not less than $150,000 but up to $250,000. The Company will acquire additional equity ownership of Temple for this investment based on a valuation of Temple of $1,000,000. This further investment will increase the controlling position of the Company in combination with its ownership of the Series A Shares. The Temple warrant is exercisable for the greater of 1,493,735 shares of common stock of Temple or 2.5% of the equity of Temple on a fully diluted basis. The exercise price per share is the par value of the common stock to be acquired upon exercise of the Temple warrant. The exercise period is ten years, but not later than the earlier of the consummation of the initial public offering by Temple or a sale transaction of Temple, as defined in the Warrant. The Temple warrant has a cashless conversion right and has typical anti-dilution rights for dividends, reverse splits and changes in the capitalization of Temple. On July 19, 2019, the board of directors of the Company appointed Mr. Paul Bartley as the Chief Executive Officer of the Company and appointed him to be a director of the Company, filling one of the existing vacancies on the Board of Directors. On June 30, 2019, the Company lent to Share International Holding B.V. a company of which Mr. Bartley is a principal, the sum $250,000 under a promissory note, due January 4, 2020. The note bears interest at the rate of 10%. SIH requested the loan to finance the costs relating to the conclusion of the merger such as extensive travel, third party consultancy fees and legal costs. Natur International Corp. was willing to provide the loan pending the outcome of the merger discussions. The repayment obligation under the note will be cancelled if no business arrangement is concluded due to a breach by the Company of any agreement for the business arrangement that is concluded in the future, either party to the note experiences a material adverse change, or the business arrangement is not approved by the shareholders or owners of the respective parties to the extent that approval is required. The note also has other standard default provisions under which the Company may declare a default. On July 29, 2019, $639,784 of an outstanding loan facility in the principle amount of $581,058 or €500,000 plus accrued interest, at an interest rate of 10% per annum, was converted to common stock of the company. On this date the debt was converted and 11,632,445 of common stock was issued to the borrower. |
Recapitalization
Recapitalization | 6 Months Ended |
Jun. 30, 2019 | |
Recapitalization [Abstract] | |
RECAPITALIZATION | NOTE 15 – RECAPITALIZATION As discussed in Note 1 – Organization and nature of business, effective November 13, 2018, Future Healthcare of America entered into a reverse capitalization transaction with Natur Holding B.V. In conjunction with the transaction the Company was recapitalized, resulting in the capital structure outlined below. The main purpose of the transaction was to raise additional capital for the purposes of growth. The historical number of common shares of Nature Holding B.V. presented in our financial statements were converted to post-acquisition shares on a 1 to 112 basis. The following shares of common stock were issued in connection with the reverse capitalization transaction. Natur shareholders had a controlling voting percentage of 94% subsequent to the transaction: - 115,759,999 shares of common stock were issued to the Natur shareholders. - 2,023,562 shares of common stock were issued to two of the former management of the Company for their cancellation and release of accrued salaries - 2,469,131 shares of Series A Preferred Stock were issued for a cash capital investment of $2,000,000 and debt forgiveness of $469,131. The shares of Series A Preferred Stock will convert at a ratio of 1 share to 33,000 common shares. - 100,000 shares of Series B Preferred Stock were issued to the Natur Holding B.V. shareholders. These shares convert at a ratio of 1 share to 1,000 common shares. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 16 – STOCKHOLDERS' DEFICIT On November 13, 2018, Future Healthcare of America completed a transactions pursuant to the Share Exchange Agreement discussed in Note 1. In connection with the Share Exchange Transaction, the Company issued the equivalent of 215,759,999 shares of the Common Stock to the former shareholders of Nature Holding B.V., which was issued in part as 115,760,000 shares of Common Stock and in part as 100,000 shares of voting, convertible Series B Preferred Stock (the "Series B Preferred Stock") representing 100,000,000 shares of Common Stock upon conversion. The Series B Preferred Stock converted automatically into the Common Stock on June 26, 2019, when the Company increased its authorized capital in sufficient amount to permit the conversion of the Series B Preferred Stock. At closing the number of common shares, issued and outstanding was 322,230,038. Per the OTC listing the shares were officially converted on the July 2, 2019. On September 21, 2018, Parent Company also executed a Securities Purchase Agreement (the "SPA") by which it agreed to privately issue and sell to Alpha Capital Anstalt (the "Alpha") 2,469.131 shares of non-voting, convertible Series A Preferred Stock, each share convertible into approximately 33,000 shares of Common Stock, based on a per common share conversion rate of $.030303. Alpha also purchased two warrants, one pursuant to the SPA that is exercisable for 33,000,000 shares of Common Stock at $.060606 per share and another one pursuant to a debt cancellation agreement exercisable for 6,000,000 shares of Common Stock at $.15 per share. The aggregate purchase price for the Series A Preferred Stock and the warrant for 33,333,000 shares of common stock was $2,000,000 in cash and conversion of $469,131 of outstanding debt. The other warrant was issued for conversion of outstanding interest due Alpha under a prior loan agreement to Future Healthcare of America. Prior to the acquisition of Natur Holding, B.V., Alpha also had cancelled approximately $651,000 of debt principle and interest due from the Company. These transactions eliminated $1,420,000 of debt principle and interest of the Company and improved its balance sheet. As part of the SPA transaction, Alpha has also agreed to reimburse up to $100,000 of the liabilities of Parent Company existing at the closing date, which has not yet been paid. On March 19, 2019, the holder of the Series A Preferred Stock converted 72 of such shares with a stated value of $72,000 for 2,376,002 shares of common stock. The applicable conversion price per common share was $0.030303. The Company did not receive any payment on this conversion, having received the consideration for the Series A Preferred Shares on November 12, 2018. There are remaining an aggregate of 2,397.131 shares of Series A Preferred Stock issued and outstanding. The shares of common stock issued on conversion are registered for resale by the holder. On April 4, 2019, the Company filed an Articles of Amendment in the State of Wyoming to create a new class of Series C Preferred Stock, which was returned as of April 9, 2019. The Series C Preferred Stock was converted into 78,832,399 shares of Common Stock on June 26, 2019. Per the OTC listing the shares were officially converted on the July 2, 2019. In June 2019, the Company has entered into a series of agreements under which it will be required to issue the following different series of preferred stock, subject to certain conditions precedent. · Series Preferred Stock D: 15,789.473 preferred shares, conversion to common shares at a ratio of 1:1,000. price per share of $31.70, no voting rights and a warrant reflecting the right to buy 20,000,000 shares at an exercise price of $0.06 · Series Preferred Stock E: 56,443.551 preferred shares, conversion to common shares at a ratio of 1:1,000, price per share of $30,40, no voting rights and a warrant reflecting the right to buy 56,443,551 shares at an exercise price of $0.0304 · Series Preferred Sock F: 49,342.105 preferred shares, conversion to common shares at a ratio of 1:1,000, price per share $0.0304, registration rights, and warrant reflecting the right to buy 740,130,158 shares at an exercise price of $0.0304. · Series Preferred Sock G: 46,947.368 preferred shares, conversion to common shares at a ratio of 1:1,000, price per share of $0.038, registration rights and a warrant reflecting the right to buy 46,947,368 shares at an exercise price of $0.076. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation. |
Consolidation | Consolidation |
Use of Estimates in Financial Statement Preparation | Use of Estimates in Financial Statement Preparation. |
Cash and Cash Equivalents | Cash and Cash Equivalents. |
Accounts Receivable | Accounts Receivable. |
Inventory | Inventory. |
Property and Equipment | Property and Equipment Category Estimated Useful lives Building and improvements 5 years Machines and installations 5 years Furniture and fixtures 7 years Hardware and software 3 years |
Intangible Assets, and Long-Lived Assets | Intangible Assets, and Long-Lived Assets. The Company's long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Long lived assets are evaluated on a yearly basis and no impairment losses were incurred during the six months ended June 30, 2019. |
Related Party Transactions | Related Party Transactions. |
Revenue Recognition | Revenue Recognition. Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation The Company's performance obligations are satisfied at the point in time when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company's contracts have a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of product. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon delivery to the customer. The Company's performance obligations are satisfied at that time. |
Share-Based Payment Arrangements | Share-Based Payment Arrangements. The fair value of each option granted during the period ended June 30, 2019 was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the weighted average assumptions in the following table: 2019 2018 Expected dividend yield 0 % - Expected option term (years) 6 - Expected volatility 382 % - Risk-free interest rate 3 % - The expected term of options granted represents the period of time that options granted are expected to be outstanding. The expected volatility was based on the volatility in the trading of the Company's common stock. The assumed discount rate was the default risk-free six-year interest rate in the Netherlands. Revenues do not include sales or other taxes collected from customers. The Company's products are sold and distributed through various channels, which include selling directly to retail stores and other outlets such as food markets, institutional accounts and independent outlets. The Company typically collects payment from customers within 30 days from the date of sale. The following table presents our continued revenues disaggregated by geographical region for the six-month period ended June 30, 2019: June 30, 2019 June 30, 2018 Netherlands 72,553 942,433 France - - Iceland - - Total 72,553 942,433 The Company sells its products and extends credit, generally without requiring collateral, based on an ongoing evaluation of the customer's business prospects and financial condition. The Company evaluates the collectability of its trade accounts receivable based on a number of factors, including the Company's historic collections pattern and changes to a specific customer's ability to meet its financial obligations. The Company has established an allowance for doubtful accounts to adjust the recorded receivable to the estimated amount the Company believes will ultimately be collected. The nature of the Company's contracts does not give rise to variable consideration, such as prospective and retrospective rebates. The Company experiences customer returns primarily as a result of damaged or out-of-date product. At any given time, the Company estimates less than 1% of sales could be at risk for return by customers. As the company do not deem this amount to be material no provision was recorded for the period ended 30 June, 2019. Returned product is recognized as a reduction of net sales. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Compensation—Stock Compensation: Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, Leases: |
Foreign Currency Translation | Foreign Currency Translation. The financial records of the Company are maintained in its local currency, the euro ("EUR"), which is the functional currency. Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the consolidated financial statements. Foreign currency translation gain (loss) resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the consolidated statement of stockholders' equity. Unless otherwise noted, the rate presented below per U.S. $1.00 was the midpoint of the interbank rate as quoted by OANDA Corporation (www.oanda.com) contained in its consolidated financial statements. Translation of amounts from EUR into U.S. dollars has been made at the following exchange rates for the respective periods: June 30, December 31, Balance Sheets 0.8849 0.8734 Statements of operations and comprehensive income (loss) 0.8895 0.8464 Equity 0.9037 0.9037 |
Cost of Revenues | Cost of Revenues. |
Employee Benefits | Employee Benefits. |
Income Taxes | Income Taxes. Natur BPS B.V., the Dutch subsidiary of Natur International Corp is structured as a Dutch limited liability company. Tax on the result is calculated based on the result before tax in the profit and loss account, considering losses available for set-off from previous years (to the extent that they have not already been included in the deferred tax assets) and exempt profit components and after the addition of non-deductible costs. Due account is also taken of changes which occur in the deferred tax assets and deferred tax liabilities in respect of changes in the applicable tax rate. The corporate tax rate for profits above $238,812 (or €200,000) amounts to 25%. Below that amount the rate is 20%. Future profits can be carried back to prior year losses for a maximum of 9 years for the full amount of losses incurred. In the financial statements of group companies, a tax charge is calculated on the basis of the accounting result. The corporate income tax that is due by these group companies is charged into the current accounts of the company. Because of the compensable losses no deferred taxes are included in the financial statements. From incorporation of the company only the Corporation Tax return of 2015/2016 has been filed. All years are still subject to examination. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. |
Income /(Loss) Per Share | Income /(Loss) Per Share |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Summary Of Significant Accounting Policies [Abstract] | |
Schedule of the estimated useful lives of the assets | Category Estimated Useful lives Building and improvements 5 years Machines and installations 5 years Furniture and fixtures 7 years Hardware and software 3 years |
Schedule of share based payment arrangement | 2019 2018 Expected dividend yield 0 % - Expected option term (years) 6 - Expected volatility 382 % - Risk-free interest rate 3 % - |
Schedule of revenues disaggregated by geographical region | June 30, 2019 June 30, 2018 Netherlands 72,553 942,433 France - - Iceland - - Total 72,553 942,433 |
Schedule of foreign exchange rates | June 30, December 31, Balance Sheets 0.8849 0.8734 Statements of operations and comprehensive income (loss) 0.8895 0.8464 Equity 0.9037 0.9037 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fixed Assets | |
Schedule of property, equipment and intangible assets | June 30, December 31, 2019 2018 Building and improvements - 491,847 Machines and installations - 65,886 Furniture and fixtures 60,117 200,508 Hardware and software - 80,163 60,117 838,404 Less: Accumulated Depreciation & Amortization (1,432 ) (314,894 ) 58,685 523,510 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | June 30, December 31, 2018 Value Added Tax receivable 34,878 67,388 Prepaid expenses 25,396 32,054 Other Receivables - 93 60,274 99,535 |
Accrued Expenses & Other Cont_2
Accrued Expenses & Other Contingent Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses & other contingent liabilities | June 30, December 31, 2018 Taxes payable 21,628 352,423 Invoices to be received 26,018 3,972 Holiday Allowance Payable 2,558 24,642 Other accrued expenses & other contingent liabilities 56,183 202,124 106,387 583,161 |
Related Party Other Liabiliti_2
Related Party Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party other liabilities | June 30, December 31, 2018 NL Life Sciences B.V. 2,088,917 563,118 STB Family Offices SARL 227,323 200,234 STB Family Offices B.V. - 661,432 Stichting Thank You Nature - 16,913 Flare Media B.V. - 25,458 AMC 193,632 325,382 Management & Board Fees 278,092 142,154 Yoomoo Limited - 98,014 TriDutch Holding B.V. 21,975 - 2,809,939 2,032,705 |
Related Party Other Notes (Tabl
Related Party Other Notes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Other Notes [Abstract] | |
Schedule of loans from other related parties | June 30, December 31, 2018 Efficiency Life Fund 2,984,017 400,750 TriDutch Holding B.V. - 672,099 2,984,017 1,072,849 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of convertible note payable | June 30, December 31, 2018 Convertible loan 1 636,614 629,750 Convertible loan 2 - 970,960 Convertible loan 3 566,235 - 1,202,849 1,600,710 |
Related Party Convertible Not_2
Related Party Convertible Note Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Convertible Note Payable [Abstract] | |
Schedule of related party convertible note payable | June 30, December 31, 2018 Convertible loan Efficiency Life Fund - 11,671,743 |
Options & Warrants (Tables)
Options & Warrants (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of summary warrants granted | June 30, 2019 December 31, 2018 Shares Weighted Shares Weighted Outstanding at beginning of period 39,000,000 $ 0.074 - $ - Granted - - 39,000,000 0.074 Exercised - - - - Expired - - - - Outstanding at end of period 39,000,000 $ 0.074 39,000,000 $ 0.074 |
Schedule of summary stock options | June 30, 2019 December 31, 2018 Shares Weighted Average Fair Value Shares Weighted Average Fair Value Outstanding at beginning of period - $ - - $ - Vested 9,459,688 0.071 - - Unvested 18,298,275 Exercised - 0.071 - - Expired - - - - Outstanding at end of period 27,757,963 $ 0.071 - $ - |
Discontinued Operations and A_2
Discontinued Operations and Assets/Liabilities Held For Disposal (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of the carrying amounts of the major classes of included in our discontinued operations | For the Six Months December 31, 2018 Current assets Cash and cash equivalents - - Related party receivable - 201,907 Accounts receivable - 124,016 Inventories - - Other current assets - 51,705 Total current assets - 377,628 Fixed Assets Tangible fixed assets - 27,547 Financial Fixed Assets - 23,618 Total fixed assets - 51,165 TOTAL ASSETS - 428,793 Short term debt Accounts Payable 36,894 643,616 Accrued expenses & other contingent liabilities 133,575 243,510 Total short-term debt 170,469 887,126 For the Three Months For the Six Months For the Six Months December 31, 2018 REVENUE - - COST OF GOODS SOLD - - GROSS MARGIN - - OPERATING EXPENSES Wages & Salaries - - Selling, General & Administrative (42,211 ) (81,621 ) Amortization & depreciation - - Total operating expenses (42,211 ) (81,621 ) LOSS FROM OPERATIONS 42,211 81,621 Interest expense - - LOSS FROM DISCONTINUED OPERATIONS 42,211 81,621 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | Nov. 13, 2018 | Jun. 28, 2019 | May 31, 2019 | Apr. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Organization and Nature of Business (Textual) | ||||||
Common stock shares issued | 215,759,999 | |||||
Issuance of common stock shares | 115,760,000 | 65,621.283 | ||||
Common stock voting, description | In part as 100,000 shares of voting. | |||||
Conversion of common stock shares | ||||||
Common stock, shares outstanding | 310,597,593 | 129,049,192 | ||||
Common stock, shares authorized | 750,000,000 | 200,000,000 | ||||
Net cash received | $ 2,000,000 | |||||
Costs incurred | $ 399,381 | |||||
Securities purchase agreements, description | New funding through a series of securities purchase agreements that have been funded in the amount of $2,064,736 or are subject to signed commitments for funding in the amount of $3,283,904 that is expected to be completed during the third fiscal quarter of 2019. The securities to be sold will be a mix of several new series of preferred stock convertible into up to 96,289,473 shares of Common Stock and warrants exercisable for up to 177,404,377 shares of Common Stock. | |||||
Debt instrument, description | The fair value of all stock options outstanding at 30 June, 2019 is $1,970,813 at a weighted average fair value of $0.071 per option. | |||||
Series B Preferred Stock [Member] | ||||||
Organization and Nature of Business (Textual) | ||||||
Conversion of common stock shares | 100,000,000 | |||||
Preferred Class C [Member] | ||||||
Organization and Nature of Business (Textual) | ||||||
Conversion of common stock shares | 78,832,399 | |||||
Preferred Class C [Member] | Preferred Stock [Member] | ||||||
Organization and Nature of Business (Textual) | ||||||
Common stock, shares outstanding | 310,597,594 | |||||
Common stock, shares authorized | 750,000,000 | |||||
Convertible Debt [Member] | ||||||
Organization and Nature of Business (Textual) | ||||||
Conversion of common stock shares | 149,516,865 | |||||
Convertible debt | $ 6,114,790 | |||||
Debt instrument, description | The Company entered into the letter of intent, it lent to SIH the sum $250,000 under a promissory note, due January 4, 2020. | |||||
Interest rate | 10.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2019 | |
BUILDING AND IMPROVEMENTS [Member] | |
Property and equipment, estimated useful lives | 5 years |
MACHINES AND INSTALLATIONS [Member] | |
Property and equipment, estimated useful lives | 5 years |
FURNITURE AND FIXTURES [Member] | |
Property and equipment, estimated useful lives | 7 years |
HARDWARE AND SOFTWARE [Member] | |
Property and equipment, estimated useful lives | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected option term (years) | 6 years | 0 years |
Expected volatility | 382.00% | 0.00% |
Risk-free interest rate | 3.00% | 0.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total revenues | $ 8,134 | $ 414,716 | $ 72,553 | $ 942,433 |
Netherlands [Member] | ||||
Total revenues | 72,553 | 942,433 | ||
France [Member] | ||||
Total revenues | ||||
Iceland [Member] | ||||
Total revenues |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) | Jun. 30, 2019 | Dec. 31, 2018 |
Equity [Member] | ||
Translation of amounts from EUR into U.S. dollars | 0.9037 | 0.9037 |
Statements of operations and comprehensive income (loss) [Member] | ||
Translation of amounts from EUR into U.S. dollars | 0.8895 | 0.8464 |
Balance Sheets [Member] | ||
Translation of amounts from EUR into U.S. dollars | 0.8849 | 0.8734 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Description of Summary of Significant Accounting Policies (Textual) | ||||||
Corporate tax rate, description | The corporate tax rate for profits above $238,812 (or €200,000) amounts to 25%. Below that amount the rate is 20%. Future profits can be carried back to prior year losses for a maximum of 9 years for the full amount of losses incurred. | |||||
Federal income tax rate | 23.00% | |||||
State corporate tax rate | 23.00% | |||||
Net operating losses | $ (1,351,790) | $ (1,152,849) | $ (3,321,476) | $ (2,510,448) | ||
Net operating losses expire date | Mar. 31, 2032 | |||||
Related party transactions, description | (i) $10,000, and (ii) one percent of the average of the Company's total assets at year-end for the last two completed fiscal years, in the aggregate per year are subject to the boards review. | |||||
Expected option term (years) | 6 years | 0 years | ||||
Leases [Member] | ||||||
Description of Summary of Significant Accounting Policies (Textual) | ||||||
Operating lease right-of-use assets | 580,310 | $ 580,310 | ||||
Operating lease liabilities | $ 578,007 | $ 578,007 | ||||
United States [Member] | ||||||
Description of Summary of Significant Accounting Policies (Textual) | ||||||
Net operating losses | $ 157,386 | $ 3,483,928 | ||||
Netherlands [Member] | ||||||
Description of Summary of Significant Accounting Policies (Textual) | ||||||
Expected option term (years) | 6 years |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Intangible Assets, Gross | $ 60,117 | $ 838,404 |
Less: Accumulated Depreciation & Amortization | (1,432) | (314,894) |
Intangible assets, net | 58,685 | 523,510 |
Building and improvements [Member] | ||
Intangible Assets, Gross | 491,847 | |
Hardware and software [Member] | ||
Intangible Assets, Gross | 80,163 | |
Machines and installations [Member] | ||
Intangible Assets, Gross | 65,886 | |
Furniture and Fixtures [Member] | ||
Intangible Assets, Gross | $ 60,117 | $ 200,508 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Value Added Tax receivable | $ 34,878 | $ 67,388 |
Prepaid expenses | 25,396 | 32,054 |
Other Receivables | 93 | |
Other current assets | $ 60,274 | $ 99,535 |
Accrued Expenses & Other Cont_3
Accrued Expenses & Other Contingent Liabilities (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Taxes payable | $ 21,628 | $ 352,423 |
Invoices to be received | 26,018 | 3,972 |
Holiday Allowance Payable | 2,558 | 24,642 |
Other accrued expenses & other contingent liabilities | 56,183 | 202,124 |
Total | $ 106,387 | $ 583,161 |
Related Party Other Liabiliti_3
Related Party Other Liabilities (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Loans from other related parties | $ 2,809,939 | $ 2,032,705 |
NL Life Sciences B.V. [Member] | ||
Loans from other related parties | 2,088,917 | 563,118 |
STB Family Offices SARL [Member] | ||
Loans from other related parties | 227,323 | 200,234 |
STB Family Offices B.V. [Member] | ||
Loans from other related parties | 661,432 | |
Stichting Thank You Nature [Member] | ||
Loans from other related parties | 16,913 | |
Flare Media B.V. [Member] | ||
Loans from other related parties | 25,458 | |
AMC [Member] | ||
Loans from other related parties | 193,632 | 325,382 |
Management & Board Fees [Member] | ||
Loans from other related parties | 278,092 | 142,154 |
Yoomoo Limited [Member] | ||
Loans from other related parties | 98,014 | |
TriDutch Holding B.V. [Member] | ||
Loans from other related parties | $ 21,975 |
Related Party Other Liabiliti_4
Related Party Other Liabilities (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
NL Life Sciences B.V. [Member] | STB Family Offices [Member] | ||
Related Party Other Liabilities (Textual) | ||
Total purchases relating to goods sold | $ 41,130 | $ 797,770 |
Related Party Other Notes (Deta
Related Party Other Notes (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Related party other notes | $ 2,984,017 | $ 1,072,849 |
Efficiency Life Fund [Member] | ||
Related party other notes | 2,984,017 | 400,750 |
TriDutch Holding B.V. [Member] | ||
Related party other notes | $ 672,099 |
Related Party Other Notes (De_2
Related Party Other Notes (Details Textual) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Other Notes (Textual) | |
Bridge loan, description | For the loan from Efficiency Life Fund there is a repayment schedule in place to repay the loan in 10 installments from July 2019 to April 2022 and the debt therefore transferred from a related party liability to a loan. |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Convertible note payable | $ 1,202,849 | $ 1,600,710 |
Convertible loan 1 [Member] | ||
Convertible note payable | 636,614 | 629,750 |
Convertible loan 2 [Member] | ||
Convertible note payable | 970,960 | |
Convertible loan 3 [Member] | ||
Convertible note payable | $ 566,235 |
Convertible Note Payable (Det_2
Convertible Note Payable (Details Textual) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
May 31, 2019shares | Apr. 30, 2019shares | Oct. 20, 2017USD ($) | Oct. 20, 2017EUR (€) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Feb. 18, 2019USD ($) | Dec. 31, 2018EUR (€) | |
Convertible Note Payable (Textual) | ||||||||||
Amount of advanced to loan agreement | $ 1,799,213 | |||||||||
Conversion of common stock shares | shares | ||||||||||
Loan 2 [Member] | ||||||||||
Convertible Note Payable (Textual) | ||||||||||
Convertible interest rate | 5.00% | 5.00% | ||||||||
Convertible maturity date | Feb. 28, 2018 | Feb. 28, 2018 | ||||||||
Amount of advanced to loan agreement | $ 929,692 | |||||||||
Loan 2 [Member] | EUR [Member] | ||||||||||
Convertible Note Payable (Textual) | ||||||||||
Amount of advanced to loan agreement | € | € 800,000 | |||||||||
Convertible loan 3 [Member] | ||||||||||
Convertible Note Payable (Textual) | ||||||||||
Principle amount | $ 560,915 | |||||||||
Convertible loan 3 [Member] | Three tranches [Member] | ||||||||||
Convertible Note Payable (Textual) | ||||||||||
Principle amount | 560,915 | |||||||||
Convertible loan 3 [Member] | EUR [Member] | Three tranches [Member] | ||||||||||
Convertible Note Payable (Textual) | ||||||||||
Principle amount | $ 500,000 | |||||||||
Loan 1 [Member] | ||||||||||
Convertible Note Payable (Textual) | ||||||||||
Principle amount | $ 581,058 | |||||||||
Convertible outstanding loan capital valuation | $ 17,400,000 | |||||||||
Convertible interest rate | 10.00% | 10.00% | ||||||||
Convertible maturity date | Dec. 31, 2018 | Dec. 31, 2018 | ||||||||
Loan 1 [Member] | EUR [Member] | ||||||||||
Convertible Note Payable (Textual) | ||||||||||
Principle amount | € | € 500,000 | |||||||||
Convertible outstanding loan capital valuation | € | € 15,000,000 |
Related Party Convertible Not_3
Related Party Convertible Note Payable (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Related Party Convertible Note Payable [Abstract] | ||
Convertible loan Efficiency Life Fund | $ 11,671,743 |
Related Party Convertible Not_4
Related Party Convertible Note Payable (Details Textual) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Related Party Convertible Note Payable (Textual) | |
Converted into Series Preferred C stock | $ 8,830,140 |
Options & Warrants (Details)
Options & Warrants (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Shares | ||
Outstanding at beginning of period | 39,000,000 | |
Granted | 39,000,000 | |
Exercised | ||
Expired | ||
Outstanding at end of period | 39,000,000 | 39,000,000 |
Weighted Average Exercise Price | ||
Outstanding at beginning of period | $ 0.074 | |
Granted | 0.074 | |
Exercised | ||
Expired | ||
Outstanding at end of period | $ 0.074 | $ 0.074 |
Options & Warrants (Details 1)
Options & Warrants (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Shares | ||
Outstanding at beginning of period | ||
Vested | 9,459,688 | |
Unvested | 18,298,275 | |
Exercised | ||
Expired | ||
Outstanding at end of period | 27,757,963 | |
Weighted Average Fair Value | ||
Outstanding at beginning of period | ||
Vested | 0.071 | |
Unvested | ||
Exercised | 0.071 | |
Expired | ||
Outstanding at end of period | $ 0.071 |
Options & Warrants (Details Tex
Options & Warrants (Details Textual) - $ / shares | Nov. 13, 2018 | Jan. 16, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Warrants (Textual) | |||||
Stock option, description | The fair value of all stock options outstanding at 30 June, 2019 is $1,970,813 at a weighted average fair value of $0.071 per option. | ||||
Weighted average fair value | $ 0.071 | ||||
Stock Option [Member] | Mr. Anthony Joel Bay [Member] | |||||
Warrants (Textual) | |||||
Stock option, description | Through La Bay Ventures Inc., will be issued a six-year option to purchase an aggregate of 7,319,321 shares of common stock of the Company. The option granted by the Company provides for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. | ||||
Stock Option [Member] | Mr. Rudolf Derk Huisman [Member] | |||||
Warrants (Textual) | |||||
Stock option, description | Through Pas Beheer B.V., will be issued a six-year option to purchase an aggregate of 7,319,321 shares of common stock of the Company. The option granted by the Company provides for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. | ||||
Stock Option [Member] | Mr. Robert A. Paladino [Member] | |||||
Warrants (Textual) | |||||
Stock option, description | Through Cavalier Aire LLC., will be issued a six-year option to purchase an aggregate of 7,319,321 shares of common stock of NTRU. The option granted by the Company provides for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. | ||||
Stock Option [Member] | Ms. Ellen Berkers [Member] | |||||
Warrants (Textual) | |||||
Stock option, description | Through Montrose Executive Management, will be issued an aggregate of 5,800,000 share of options to purchase common stock of the Company as part of her termination arrangement dated May 30, 2019. The option granted by the Company provides for the right to exercise the shares at $.030303 per share at any time from April 1, 2022 until March 31, 2025. | ||||
Warrant [Member] | |||||
Warrants (Textual) | |||||
Shares of common stock | 33,000,000 | ||||
Exercise price per share | $ 0.0606060 | ||||
Exercisable period | 4 years | ||||
Warrant One [Member] | |||||
Warrants (Textual) | |||||
Shares of common stock | 6,000,000 | ||||
Exercise price per share | $ 0.15 | ||||
Exercisable period | 4 years |
Loss Per Share (Details)
Loss Per Share (Details) - $ / shares | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Nov. 13, 2018 | |
Loss Per Share (Textual) | ||||
Common stock shares issued | 310,597,593 | 129,049,192 | 2,023,562 | |
Common stock shares outstanding | 310,597,593 | 129,049,192 | ||
Nominal value | $ 0.001 | $ 0.001 | ||
Description of loss per share | Alpha Capital Anstalt has two outstanding warrants issued on November 13, 2018, each with 4-year terms. The first warrant has an exercise price of $0.060606 for 36,000,000 shares and the second warrant is exercisable for 6,000,000 shares at a $0.15 exercise price. The Company has reserved 16,240,000 shares of Common Stock for management incentive awards. |
Discontinued Operations and A_3
Discontinued Operations and Assets/Liabilities Held For Disposal (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | ||
Related party receivable | 201,907 | |
Accounts receivable | 124,016 | |
Inventories | ||
Other current assets | 51,705 | |
Total current assets | 5,000 | 377,628 |
Fixed Assets | ||
Tangible fixed assets | 27,547 | |
Financial Fixed Assets | 23,618 | |
Total fixed assets | 51,165 | |
TOTAL ASSETS | 428,793 | |
Short term debt | ||
Accounts Payable | 36,894 | 643,616 |
Accrued expenses & other contingent liabilities | 133,575 | 243,510 |
Total short-term debt | $ 170,469 | $ 887,126 |
Discontinued Operations and A_4
Discontinued Operations and Assets/Liabilities Held For Disposal (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
REVENUE | ||
COST OF GOODS SOLD | ||
GROSS MARGIN | ||
OPERATING EXPENSES | ||
Wages & Salaries | ||
Selling, General & Administrative | $ (42,211) | (81,621) |
Amortization & depreciation | ||
Total operating expenses | (42,211) | (81,621) |
LOSS FROM OPERATIONS | 42,211 | 81,621 |
Interest expense | ||
LOSS FROM DISCONTINUED OPERATIONS | $ 42,211 | $ 81,621 |
Discontinued Operations and A_5
Discontinued Operations and Assets/Liabilities Held For Disposal (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Nov. 13, 2018 | |
Discontinued Operations And Assets/Liabilities Held For Disposal (Textual) | ||
Issuance of common stock shares | 65,621.283 | 115,760,000 |
Preferred shares value | $ 2,064,756 | |
Conversion of common stock shares | 6,754,575 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Jul. 09, 2019 | Jul. 31, 2019 | Jul. 29, 2019 | Jul. 24, 2019 |
Subsequent Events (Textual) | ||||
Purchase and recapitalization agreement, description | The Company entered into a Purchase and Recapitalization Agreement ("Recapitalization Agreement") with DRBG Holdco, LLC, a Delaware limited liability company, Temple Turmeric, Inc., a Delaware corporation, Daniel Sullivan, Tim Quick, and TQ Holdings LLC, a New Hampshire limited liability company to acquire the business of Temple. Under the Recapitalization Agreement the Company acquired 15,121,984 shares of Series A Preferred Stock of Temple from DRBG for a nominal amount and acquired from TQH a promissory note in the principal amount of $100,000, plus all accrued and unpaid interest. As part of the transaction Temple issued to DRBG a warrant to acquire a percentage of the Temple equity. The Temple board of directors will have three of the five directors appointed by the Company pursuant to the terms of the Series A Shares. The Series A Shares represent an approximate 52% of the equity of Temple, on a fully diluted basis. Under the Recapitalization Agreement the Company will provide working capital to Temple in the amount of not less than $150,000 but up to $250,000. The Company will acquire additional equity ownership of Temple for this investment based on a valuation of Temple of $1,000,000. This further investment will increase the controlling position of the Company in combination with its ownership of the Series A Shares. The Temple warrant is exercisable for the greater of 1,493,735 shares of common stock of Temple or 2.5% of the equity of Temple on a fully diluted basis. The exercise price per share is the par value of the common stock to be acquired upon exercise of the Temple warrant. The exercise period is ten years, but not later than the earlier of the consummation of the initial public offering by Temple or a sale transaction of Temple, as defined in the Warrant. The Temple warrant has a cashless conversion right and has typical anti-dilution rights for dividends, reverse splits and changes in the capitalization of Temple. | |||
Debt instrument, interest rate terms, description | The Company lent to Share International Holding B.V. a company of which Mr. Bartley is a principal, the sum $250,000 under a promissory note, due January 4, 2020. The note bears interest at the rate of 10%. | |||
Outstanding loan facility, description | $639,784 of an outstanding loan facility in the principle amount of $581,058 or €500,000 plus accrued interest, at an interest rate of 10% per annum, was converted to common stock of the company. On this date the debt was converted and 11,632,445 of common stock was issued to the borrower. | |||
non-US private investors [Member] | ||||
Subsequent Events (Textual) | ||||
Investment agreement, description | The Company reached agreement with certain non-US private investors to invest in total $1,765,605 to acquire 46,947.368 of the Series G Preferred Stock. |
Recapitalization (Details)
Recapitalization (Details) - USD ($) | Nov. 13, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Recapitalization (Textual) | |||
Common stock, shares issued | 2,023,562 | 310,597,593 | 129,049,192 |
Description of convert at a ratio | The shares of Series A Preferred Stock will convert at a ratio of 1 share to 33,000 common shares. | ||
Post merger, description | The historical number of common shares of Nature Holding B.V. presented in our financial statements were converted to post-acquisition shares on a 1 to 112 basis. | ||
Preferred Class A [Member] | |||
Recapitalization (Textual) | |||
Preferred stock, shares issued | 2,469,131 | 2,397,131 | 2,469,131 |
Capital investment | $ 2,000,000 | ||
Debt forgiveness | $ 469,131 | ||
Preferred Class B [Member] | |||
Recapitalization (Textual) | |||
Preferred stock, shares issued | 100,000 | 100,000 | |
Description of convert at a ratio | These shares convert at a ratio of 1 share to 1,000 common shares. | ||
Natur Shareholders [Member] | |||
Recapitalization (Textual) | |||
Common stock, shares issued | 115,759,999 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - shares | Nov. 13, 2018 | Jun. 26, 2019 | Mar. 19, 2019 | Sep. 21, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Stockholders' Deficit (Textual) | ||||||
Common stock shares issued | 2,023,562 | 310,597,593 | 129,049,192 | |||
Common stock shares outstanding | 310,597,593 | 129,049,192 | ||||
Series A Preferred Stock, conversion description | The holder of the Series A Preferred Stock converted 72 of such shares with a stated value of $72,000 for 2,376,002 shares of common stock. The applicable conversion price per common share was $0.030303. The Company did not receive any payment on this conversion, having received the consideration for the Series A Preferred Shares on November 12, 2018. There are remaining an aggregate of 2,397.131 shares of Series A Preferred Stock issued and outstanding. The shares of common stock issued on conversion are registered for resale by the holder. | |||||
Shares of Class C preferred stock | 78,832,399 | |||||
Preferred stock class, description | · Series Preferred Stock D: 15,789.473 preferred shares, conversion to common shares at a ratio of 1:1,000. price per share of $31.70, no voting rights and a warrant reflecting the right to buy 20,000,000 shares at an exercise price of $0.06 · Series Preferred Stock E: 56,443.551 preferred shares, conversion to common shares at a ratio of 1:1,000, price per share of $30,40, no voting rights and a warrant reflecting the right to buy 56,443,551 shares at an exercise price of $0.0304 · Series Preferred Sock F: 49,342.105 preferred shares, conversion to common shares at a ratio of 1:1,000, price per share $0.0304, registration rights, and warrant reflecting the right to buy 740,130,158 shares at an exercise price of $0.0304. · Series Preferred Sock G: 46,947.368 preferred shares, conversion to common shares at a ratio of 1:1,000, price per share of $0.038, registration rights and a warrant reflecting the right to buy 46,947,368 shares at an exercise price of $0.076. | |||||
Alpha Capital Anstalt [Member] | ||||||
Stockholders' Deficit (Textual) | ||||||
Description of shares of non-voting convertible series | Parent Company also executed a Securities Purchase Agreement (the "SPA") by which it agreed to privately issue and sell to Alpha Capital Anstalt (the "Alpha") 2,469.131 shares of non-voting, convertible Series A Preferred Stock, each share convertible into approximately 33,000 shares of Common Stock, based on a per common share conversion rate of $.030303. Alpha also purchased two warrants, one pursuant to the SPA that is exercisable for 33,000,000 shares of Common Stock at $.060606 per share and another one pursuant to a debt cancellation agreement exercisable for 6,000,000 shares of Common Stock at $.15 per share. The aggregate purchase price for the Series A Preferred Stock and the warrant for 33,333,000 shares of common stock was $2,000,000 in cash and conversion of $469,131 of outstanding debt. The other warrant was issued for conversion of outstanding interest due Alpha under a prior loan agreement to Future Healthcare of America. Prior to the acquisition of Natur Holding, B.V., Alpha also had cancelled approximately $651,000 of debt principle and interest due from the Company. | |||||
Description debt principle | Transactions eliminated $1,420,000 of debt principle and interest of the Company and improved its balance sheet. As part of the SPA transaction, Alpha has also agreed to reimburse up to $100,000 of the liabilities of Parent Company existing at the closing date, which has not yet been paid. | |||||
Parent Company [Member] | ||||||
Stockholders' Deficit (Textual) | ||||||
Description of common stock | In connection with the Share Exchange Transaction, the Company issued the equivalent of 215,759,999 shares of the Common Stock to the former shareholders of Nature Holding B.V., which was issued in part as 115,760,000 shares of Common Stock and in part as 100,000 shares of voting, convertible Series B Preferred Stock (the "Series B Preferred Stock") representing 100,000,000 shares of Common Stock upon conversion. The Series B Preferred Stock converted automatically into the Common Stock on June 26, 2019, when the Company increased its authorized capital in sufficient amount to permit the conversion of the Series B Preferred Stock. |